Northern Border Partners, L.P.
1111 South 103rd Street
Omaha, NE 68124
Jerry L. Peters
Chief Financial and Accounting Officer
Telephone: 402-398-7722
Internet: jerry.peters@nborder.com
May 23, 2002
VIA ELECTRONIC MAIL: rule-comments@sec.gov
Mr. Jonathan G. Katz
Secretary, Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
RE: Proposed Acceleration of Periodic Report Filing Dates/File No. S7-08-02
Dear Mr. Katz:
This letter contains our comments regarding the proposed rules that would accelerate the periodic report filing dates.
INTRODUCTION
Northern Border Partners, L.P. and its subsidiary Northern Border Pipeline Company both file Exchange Act reports. We believe that an acceleration of the timeframes for filing periodic reports as stated in Release No. 33-8089 will (1) adversely affect the quality of information available to investors and (2) place an undue burden on these entities.
Northern Border Pipeline Company is owned by two publicly-traded limited partnerships. Northern Border Partners, L.P. owns 70% of Northern Border Pipeline Company. Another unaffiliated publicly-traded limited partnership owns the remaining 30%. Northern Border Pipeline Company has public debt and information related to Northern Border Pipeline Company is significant to both publicly-traded limited partnerships. The two publicly-traded limited partnerships would be subject to the accelerated reporting requirements, which would effectively accelerate the report filings for Northern Border Pipeline Company.
IMPACT ON REPORT QUALITY
A critical factor to consider is the quality and integrity of the data being reported. We utilize all of the time from our quarter or year end to the report filing date to complete the accounting close, issue the earnings release, prepare for and complete the review or audit by our external auditors, circulate drafts of reports for review internally, and coordinate the review of outside legal counsel, audit committee and our management and partnership policy committees.
While the timing of each component of the reporting process may be shortened, the accounting close process can only be shortened by the use of estimates, which has a direct affect on the quality of the information provided. Accelerating the reporting deadline as proposed would require that information be available no later than the end of the reporting month. Most companies do not have "real time" accounting systems or industry practices (or regulations) do not allow for an accounting close with actual data until after the month end. Revenue billing and payroll cycles are two examples of data that may not be available until after the month end or at the month end itself. This would most likely result in using estimates of certain relevant information in order to meet an accelerated accounting close process.
Report quality may also be impacted by the level of review by a company's senior management, external auditors, legal advisors, audit committee, and board of directors. Each component of the review process will be accelerated since not all of the report preparation processes can be segmented to reduce preparation time. In addition to the preparation of the annual and quarterly reports, entities are in the process of preparing earnings releases creating additional demands on senior officials' time. These demands impact each individual's ability to question complex issues to determine proper and accurate reporting.
CREATES UNDUE BURDEN
To meet the accelerated reporting requirements and prepare earnings release information, companies will have to further segment processes and add resources. As indicated above, most companies use the same staff for these two activities. Our accounting and financial reporting processes are already fairly automated; consequently, we do not anticipate that further automation would significantly shorten our preparation time.
The release states: "advances in communications and information technology have made it easier for companies to process and disseminate information swiftly." We agree with this statement; however, we would also add that advances in communications and information technology have allowed companies to have more complex structures, financings, risk management systems, etc. Additionally, the accounting and reporting rules are also more complex. Systems rely on people to understand the information put into them, auditors to review and understand them, and audit committees to question and review the financial information produced from them. An accelerated reporting schedule will result in an additional burden on all of the people involved in and necessary to providing accurate and complete periodic reports.
CONCLUSION
We agree that periodic reports are an important investment tool providing in-depth, carefully verified financial and operational information. Timeliness of significant information is equally important. In recent years we have increased the amount and frequency of information available to our investors: more detailed financial information included in earnings releases; investor conference calls and information posted on our web-site. We believe the integrity and accuracy of the reports will be sacrificed with accelerated periodic report filing dates and, may also, impede the timeliness of disclosures made outside the periodic reporting process. Consequently, acceleration of periodic reporting filing dates is contrary to the goals outlined in the Release.
Respectfully submitted,
NORTHERN BORDER PARTNERS, L.P.
/s/ Jerry L. Peters
Chief Financial and Accounting Officer